Legal
General Terms and Conditions
Master B2B Terms, project protection and commercial framework.
Convenience translation only. The German version is binding and controls in case of any conflict.
1. Scope and incorporation
These General B2B Terms apply to every offer, mandate, project registration, introduction notice, statement of work and service engagement between JFT and the Counterparty. JFT contracts only with business counterparties. These Terms apply only when expressly incorporated in an offer, project agreement or electronic acceptance. Counterparty terms apply only if JFT expressly agrees in writing.
2. Document precedence
In case of conflict: (1) signed project-specific agreement or statement of work, (2) dated project registration, customer appointment or introduction notice, (3) these Terms, then (4) Counterparty documents. A project-specific agreement prevails. Website publication alone does not create project protection.
3. Services and no authority
JFT provides cross-border project development, sourcing, market access, partner identification, qualification and commercial coordination. Unless expressly agreed in writing, JFT does not sell equipment, act as EPC contractor, provide engineering, legal, tax or investment advice, financing or performance or delivery guarantees. Supplier and customer contract directly; JFT cannot bind either party.
4. Confidentiality and commitment gate
A free initial fit check is anonymous and high-level only. A mutual NDE must be signed before confidential technical or commercial information is exchanged. Before JFT names a customer, supplier, site or contact, or arranges a meeting, workshop, travel or technical work, the project-specific protection, fee and expense agreement must also be signed.
5. Counterparty cooperation
The Counterparty shall appoint an authorised commercial sponsor and operational contact, provide complete, accurate and timely information, promptly disclose material changes and ensure compliance by its personnel, advisers, affiliates and nominees. JFT may rely on supplied information unless it actually knows it is incorrect.
6. Fees, tax and payment
Fees, deposits, retainers, success fees, project-development fees, commissions and minimum fees are stated in the applicable project documents. Amounts are net plus VAT. Unless agreed otherwise, invoices are due within ten calendar days without deduction. Legally required withholding must be grossed up so JFT receives its agreed net amount, and official proof must be provided. JFT may suspend work, disclosure and introductions during payment default.
7. Expenses and third-party costs
Travel, accommodation, visas, local transport, interpretation, translation, technical or legal experts, workshops, site visits, fairs, samples and logistics are excluded unless expressly included. JFT incurs them only after written budget approval and receipt of the agreed advance. No approval means no booking; no advance means no travel.
8. Project protection and non-circumvention
For 36 months from the dated Introduction Notice or written disclosure of a protected identity, the Counterparty shall not directly or indirectly bypass JFT regarding the named customer, supplier, site, project or Protected Business. Protected Business includes the stated technology and scope and related equipment, engineering, licences, software, commissioning, service, changes, extensions, replacements and follow-on work, including through affiliates, EPCs, distributors, advisers, project companies, subcontractors or other third parties.
9. Fee preservation on circumvention
On circumvention, JFT is entitled to the fee or commission it would have earned under the applicable project agreement for the Protected Business actually realised, calculated on its full actual value or revenue. The Counterparty shall report each offer, order, contract, receipt, change or extension within five business days and provide reasonable evidence on request. Further legal remedies remain unaffected.
10. Confidentiality and intellectual property
Each party uses the other’s non-public information only for the project and protects it with reasonable care. JFT retains all rights in its methods, analyses, templates, contacts, market and project intelligence and work product. After full payment, the Counterparty receives only a non-transferable, non-sublicensable right for the agreed project purpose.
11. Compliance and export control
Each party complies with applicable anti-bribery, anti-money-laundering, sanctions, export-control, competition, data-protection and trade laws. Concealed remuneration, improper benefits or payments are prohibited. JFT may suspend or terminate for cause where it reasonably faces legal, sanctions, export-control or reputational risk. Accrued fees and approved expenses remain due.
12. Liability
JFT is unlimitedly liable for intent, gross negligence, fraud, injury to life, body or health and mandatory statutory liability. For simple-negligent breach of material contractual obligations, liability is limited to foreseeable loss typical for the contract. Otherwise liability for simple negligence is excluded. Subject to mandatory law, JFT is not liable for indirect or consequential loss, lost profit, lost savings, lost opportunity, interruption, Counterparty decisions or third-party performance.
13. Term, termination and force majeure
The term is governed by the project agreement. If none is stated, an ongoing mandate may be terminated in text form on 14 calendar days’ notice. Termination for cause remains available, especially for non-payment, serious lack of cooperation, unauthorised contact, attempted circumvention or compliance risk. Events outside reasonable control, including natural disasters, war, official action, sanctions, transport disruption, epidemics and cyberattacks, excuse performance during the disruption; accrued payments remain due.
14. Data, assignment and notices
Each party processes personal data only as required for the project and applicable data-protection law; a separate processing agreement will be made where legally required. The Counterparty may not transfer rights or duties without JFT’s written consent. Notices and approvals require at least text form unless mandatory law requires more; notices to JFT go to j.tsai@jft-management.de and its imprint address.
15. German law, forum and language
German law applies, excluding CISG and, where permitted, German conflict-of-laws rules. If the Counterparty is a merchant, public-law entity or fund, or has no general jurisdiction in Germany, the courts at JFT’s registered office in Karlsruhe have exclusive jurisdiction. JFT may also sue at the Counterparty’s general forum or another legally permitted forum. The German version is binding and controlling; English and Chinese versions are for understanding only.
16. Final provisions
Changes, additions and waivers require text form and must clearly identify the affected project or agreement. Non-enforcement is not waiver. If a provision is invalid or unenforceable, the remaining terms stay effective and the parties shall agree a lawful replacement closest to the economic purpose. The NDE, project appointment, registration, expense approval and introduction notice are integral project documents.